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<br />surcharges, and other similar charges. Qwest may in its sole discretion modify the payment terms or require other reasonable assurance of
<br />payment if Customer has failed to pay any invoice when due or there is a material and adverse change in Customer's financial condition.
<br />
<br />4.2 The charges for Service under this Agreement, including any and all discounts to which Customer may be entitled, will be offered
<br />and charged to Customer independently from and regardless of the Customer's purchase of any customer premises equipment or enhanced
<br />services from Qwest.
<br />
<br />4.3
<br />
<br />If Service is not available in Customer's switch, interoffice mileage MRCs and NRCs for transport between switches will apply.
<br />
<br />5. Service Changes.
<br />5.1 Moves. Customer may move the physical location of all or part of Service to another location within a Qwest serving area,
<br />provided the following conditions for the move are met; (a) Service moved to the new location is provided to Customer by Qwest;
<br />(b) Customer advises Qwest that Service at the new location replaces existing Service; (c) Customer's requests for the disconnection of
<br />the existing Service and the installation of Service at the new location are received by Owest on the same date; (d) Customer requests
<br />that Owest install the Service at the new location on or prior to the disconnection date of the existing Service; (e) Customer agrees to
<br />execute a written amendment evidencing the move; and (f) Customer agrees to pay all applicable rates and charges for the requested
<br />move and Service at the new location.
<br />
<br />5.2 Additions to Service. Service may be added to this Agreement at the rates specified herein. Qwest will supply such additions
<br />to Customer, subject to the following conditions: (a) Customer executes an appropriate amendment for such service no later than
<br />December 31, 2004; (b) the additional Service(s) installation must be completed no later than March 4, 2005, unless such installation
<br />delay is caused by Qwest; (c) Qwest commercially offers such additions and necessary facilities are technically and practicably
<br />available; and (d) a new Minimum Service Period is established for each new addition to Service.
<br />
<br />6. Termination.
<br />6.1 Either party may terminate Service and/or this Agreement in accordance with the applicable Tariff or for Cause. "Cause"
<br />means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) in the event of a
<br />payment default by Customer, within five days of separate written notice from Qwest notifying Customer of such default (unless a
<br />different notice period is specified in the Tariff); or (b) in the event of any other material breach, within 30 days of written notice (unless
<br />a different notice period is specified in the Tariff or this Agreement). Customer will remain liable for charges accrued but unpaid as of
<br />the termination date. If, prior to the conclusion of the Term, Service is terminated either by Owest for Cause or by Customer for any
<br />reason other than Cause, then Customer will also be liable for a termination charge "Termination Charge".
<br />
<br />6.2 If such termination is during the Minimum Service Period, Customer will pay a Termination Charge for the affected Service of
<br />100% of the MRC multiplied by the number of months (or fraction thereof) remaining in the Minimum Service Period, plus 50% of the
<br />MRC multiplied by the number of months remaining in the Term after the Minimum Service Period.
<br />
<br />6.3 If such termination is after the Minimum Service Period, Customer will pay a Termination Charge for the affected Service of
<br />50% of the MRC multiplied by the number of months (or fraction thereof) remaining in the Term.
<br />
<br />6.4 A Termination Charge will be waived when all of the following conditions are met: (a) Customer discontinues Service and
<br />signs a new service agreement(s) for any other Qwest provided service(s); (b) the new service agreement(s) have a total value equal to
<br />or greater than 115% of the remaining prorated value of the existing agreement(s) (excluding any special construction charges,
<br />applicable nonrecurring charges, or previously billed but unpaid recurring and/or nonrecurring charges); (c) Customer places the orders
<br />to discontinue Service and establish new service at the same time (within 30 calendar days of each other if service is in New Mexico);
<br />(d) the new service(s) installation must be completed within 30 calendar days of the disconnection of Service, unless such installation
<br />delay is caused by Qwest; and (e) a new minimum service period goes into effect, if applicable, when the new service agreement term
<br />begins. The waiver does not apply to changes between regulated and unregulated or enhanced products and services.
<br />
<br />7. Out-Of-Service Credit. If Owest causes a Service interruption, an out-of-service credit will be calculated under the state local
<br />exchange Tariff. If there is no applicable tariff and the interruption lasts for more than 24 consecutive hours after Qwest receives notice
<br />of it, Qwest will give Customer credit calculated by: (a) dividing the monthly rate for the affected Service by 30 days; and then (b)
<br />multiplying that daily rate by the number of days, or major fraction, that Service was interrupted.
<br />
<br />8. Disclaimer of Warranties. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
<br />IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS
<br />FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR
<br />CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL
<br />RESPONSIBILITY FOR USE OF THE SERVICE.
<br />
<br />9. Limitation of Liability. NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY
<br />INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR
<br />REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THE AGREEMENT, REGARDLESS OF
<br />THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY
<br />CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES
<br />FOR SUCH CLAIM WILL BE LIMITED TO THE APPLICABLE OUT-OF-SERVICE CREDITS, IF ANY. Notwithstanding the foregoing,
<br />the limitation of liability in this Section will not apply to: (a) a party's indemnification obligations; and (b) Customer's payment obligation
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<br />Copyright @ 2004 awes!. All Rights Reserved.
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